- 33 -
compensation earned in 1992 by each Retained Executive is
summarized in the following table:
Interest
Retained Retention2 1991 SRP on 1991 SRP Perquisites
Executive Salary STIP LTIP1 Payment Benefit Benefit Allowance Total
Brink $216,720 $123,748 $197,400 $466,616 0 0 $89,129 $1,093,613
Denny 400,000 252,000 441,095 918,648 $728,977 $62,468 28,066 2,831,254
Francis 156,000 71,136 115,737 351,023 358,854 30,751 33,738 1,117,239
Free 213,624 97,413 233,926 429,287 804,477 68,937 18,152 1,865,816
Garrett 270,900 154,413 0 1,268,066 406,292 34,816 337,753 2,172,240
Hite 245,100 139,953 220,030 527,720 540,333 46,302 25,088 1,744,526
Kurczewski 210,000 119,910 188,278 452,147 367,304 31,475 27,707 1,396,821
Pugh 207,174 118,090 95,388 480,977 0 0 91,009 992,638
Richardson 159,833 72,884 120,629 360,251 426,642 36,560 14,845 1,191,644
Thompson 236,844 135,001 205,127 549,858 0 0 18,918 1,145,748
Williams 193,500 88,236 148,665 388,846 227,380 19,485 14,180 1,080,292
1 Prorated (1/3) portion of LTIP paid in 1995 with respect to services rendered during 1992-94,
except with respect to Mr. Pugh, whose LTIP covered 1992 and 1993 only, and is therefore prorated
one-half to 1992.
2 Portion of the total Retention Payment paid in 1992 that was deducted by petitioner in that
year. Petitioner concluded that deduction of the remainder of the Retention Payment paid to each
Retained Executive (except Mr. Garrett) should be deferred under sec. 461(a) and (h) until
economic performance occurred in 1993, 1994, and 1995.
3 Includes $20,838 in accrued vacation pay.
After receiving their Retention Payments in December 1992,
four of the Retained Executives (Messrs. Francis, Free, Pugh, and
Thompson) ceased employment with petitioner before the expiration
on December 31, 1995, of the employment period provided in the
1991 Employment Agreements as modified by the 1992 Amendments.
None of the four was required to repay any portion of the
Retention Payment under the “clawback” clause of the 1992
Amendments, because their employment was not terminated by
petitioner for “cause” or by them for other than “good reason”.
18(...continued)
(except Mr. Garrett) received LTIP awards in July 1995. Mr.
Pugh, terminated effective Apr. 15, 1994, received an LTIP
covering the years 1992 and 1993.
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